SIGMA ADDITIVE SOLUTIONS, INC. - Quarter Report: 2008 June (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2008.
or
£ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________________ to ___________________________
Commission File Number: 33-2783-S
FRAMEWAVES, INC.
(Exact name of registrant as specified in its charter)
Nevada | 82-0404220 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1981 East 4800 South, Suite 100, Salt Lake City, UT | 84117 |
(Address of principal executive offices) | (Zip Code) |
(801) 272-9294
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. S Yes £ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer £
Accelerated filer £
Non-accelerated filer £ (Do not check if a smaller reporting company)
Smaller reporting company S
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). S Yes £ No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. £ Yes £ No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of June 30, 2008: 1,258,994
SEC1296 (02-08)
Potential persons who are to respond to the collection of information contained in this form are not required
to respond unless the form displays a currently valid OMB control number.
1
PART I.
Financial Information
Item 1. Financial Statements
The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at June 30, 2008 and 2007 and for the periods then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2007 audited financial statements. The results of operations for the periods ended June 30, 2008 and 2007 are not necessarily indicative of the operating results for the full year.
2
FRAMEWAVES, INC.
(A Development Stage Company)
TABLE OF CONTENTS
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Financial Statements: |
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Balance Sheets | 4 |
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Statements of Operations | 5 |
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Statements of Cash Flows | 6 |
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Notes to Financial Statements | 7-10 |
3
FRAMEWAVES, INC.
(A Development Stage Company)
BALANCE SHEETS
JUNE 30, 2008 AND DECEMBER 31, 2007
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| June 30, |
| December 31, |
Assets |
| 2008 |
| 2007 |
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Current Assets: |
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Cash | $ | 946 | $ | 2,422 |
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Total current assets |
| 946 |
| 2,422 |
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Total Assets | $ | 946 | $ | 2,422 |
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Liabilities and Stockholders' Deficit |
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Current Liabilities: |
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Accounts payable | $ | 4,615 | $ | 4,230 |
Accrued interest, stockholder |
| 1,991 |
| 1,406 |
Note payable, stockholder |
| 15,000 |
| 12,772 |
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Total current liabilities |
| 21,606 |
| 18,408 |
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Stockholders' Deficit: |
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Common stock, $.001 par value |
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100,000,000 shares |
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authorized, 1,258,994 |
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issued and outstanding |
| 1,259 |
| 1,259 |
Additional paid-in capital |
| 42,367 |
| 42,367 |
Deficit accumulated during the |
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development stage |
| (64,286) |
| (59,612) |
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Total stockholders' deficit |
| (20,660) |
| (15,986) |
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Total Liabilities and Stockholders' |
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Deficit | $ | 946 | $ | 2,422 |
The accompanying notes are an integral part of the financial statements.
4
FRAMEWAVES, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2008 AND 2007
AND THE PERIOD DECEMBER 31, 1993 (Quasi-Reorganization)
THROUGH JUNE 30, 2008
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| For The Period |
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| December 31, |
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| For The |
| For The |
| For The |
| For The |
| 1993 |
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| Three |
| Three |
| Six |
| Six |
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| Months |
| Months |
| Months |
| Reorganization) |
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| Ended |
| Ended |
| Ended |
| Ended |
| Through |
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| June 30, |
| June 30, |
| June 30, |
| June 30, |
| June 30, |
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| 2008 |
| 2007 |
| 2008 |
| 2007 |
| 2008 |
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Revenues | $ | -- | $ | -- | $ | -- | $ | -- | $ | 1,267 |
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Expenses, |
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General and Administrative |
| 1,239 |
| 1,125 |
| 4,089 |
| 3,768 |
| 63,562 |
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Operating Loss |
| (1,239) |
| (1,125) |
| (4,089) |
| (3,768) |
| (62,295) |
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Other Income |
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(Expense) |
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Interest |
| (301) |
| (199) |
| (585) |
| (397) |
| (1,991) |
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Net Loss | $ | (1,540) | $ | (1,324) | $ | (4,674) | $ | (4,165) | $ | (64,286) |
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Net Loss per Share | $ | -- | $ | -- | $ | -- | $ | -- | $ | (.10) |
The accompanying notes are an integral part of the financial statements.
5
FRAMEWAVES, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2008 AND 2007
AND THE PERIOD DECEMBER 31, 1993 (Quasi-Reorganization)
TO JUNE 30, 2008
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| December 31, |
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| For the |
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| Six Months |
| Reorganization) |
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| Ended |
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| June 30, |
| June 30, |
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| 2007 |
| 2008 |
Cash flows from operating activities: |
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Net loss | $ | (4,674) | $ | (4,165) | $ | (64,286) |
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Adjustments to reconcile net income to cash provided by operating activities: |
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Contribution from Shareholder |
| -- |
| 3,345 |
| 25,716 |
Common stock issued for services |
| -- |
| -- |
| 5,000 |
Increase in accounts payable and accrued interest |
| 970 |
| 366 |
| 6,606 |
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Net cash used by operating activities |
| (3,704) |
| (454) |
| (26,964) |
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Cash flows from investing activities: |
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Cash received in acquisition of subsidiary |
| -- |
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| 910 |
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Cash flows from financing activities: |
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Issuance of common stock |
| -- |
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| 12,000 |
Proceeds from related party note payable |
| 2,228 |
| -- |
| 15,000 |
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Net cash provided by financing activities |
| 2,228 |
| -- |
| 27,000 |
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Net increase (decrease) in cash
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| (1,476) |
| (454) |
| 946 |
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Cash, beginning of period |
| 2,422 |
| 2,889 |
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Cash, end of period | $ | 946 | $ | 2,435 | $ | 946 |
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Interest paid | $ | -- | $ | -- | $ | -- |
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Income taxes paid | $ | -- | $ | -- | $ | -- |
The accompanying notes are an integral part of the financial statements.
6
FRAMEWAVES, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
1.
Summary of Business and Significant Accounting Policies
a.
Summary of Business
The Company was incorporated under the laws of the State of Nevada on December 23, 1985. The Company was formed to pursue business opportunities. The Company was unsuccessful in its operations. During 1993, Management determined it was in the best interest of the Company to discontinue its previous operations. The Company is considered to have re-entered into a new development stage on December 31, 1993. Because the Company discontinued its previous operations and is selling new potential business opportunities, the Company adopted quasi-reorganization accounting procedures to provide the Company a Afresh start@ for accounting purposes.
The Company has not commenced principal operations and is considered a "Development Stage Company" as defined by the Financial Accounting Standards Board No. 7.
b.
Cash Flows
For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with a maturity of three months or less to be cash or cash equivalents.
c.
Net Loss Per Share
The net loss per share calculation is based on the weighted average number of shares outstanding during the period.
d.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
7
Notes to Financial Statements - Continued
e.
Revenue Recognition
Revenue is recognized on the accrual basis of accounting when earned. The Company's primary business generated revenue from picture framing. The Company has not had any revenue since 2001.
f.
Fair Value of Financial Instruments
The amounts reported for cash and accounts payable and other financial instruments, none of which are held for trading purposes, are considered to approximate fair values based upon comparable market information available at the respective balance sheet date.
2.
Quasi-Reorganization
December 7, 2000, the shareholders of the Company approved to adopt quasi-reorganization accounting procedures. Quasi-reorganization accounting allowed the Company to eliminate its previous accumulated deficit of approximately $235,000 against additional paid-in capital. Therefore, the adoption of quasi-reorganization accounting procedures gave the Company a Afresh start@ for accounting purposes. The Company is also considered as re-entering a new development stage on December 31, 1993, as it discontinued all of its previous operations. These financial statements have been restated to reflect the change.
3.
Note Payable, Stockholder
Since 2005, the Company has borrowed money from an individual who is also a director and stockholder of the Company. At June 30, 2008 and December 31, 2007, the outstanding balance is $15,000 and 12,772, respectively. The note is unsecured, bears interest at 8% and is due on demand.
4.
Stock Split
On December 27, 2000, the Company approved a 100 for 1 reverse split of the issued and outstanding common stock but no shareholder=s ownership shall be less than 100 shares. An additional 43,394 shares were issued as a result of rounding up to the 100 share minimum.
The 100 for 1 reverse split has been retroactively applied in the accompanying financial statements.
8
Notes to Financial Statements - Continued
5.
Amended Articles of Incorporation
On December 27, 2000, the Company amended its articles of incorporation to change its name from Messidor Limited to FrameWaves, Inc. In addition, the Company decreased its authorized shares from 500,000,000 to 110,000,000 shares of stock of which 100,000,000 shall be designated common stock and 10,000,000 shall be designated preferred stock. At June 30, 2008, no preferred stock has been issued by the Company. The Company has the authorization to issue the preferred stock in one or more series and to determine the voting rights, preferences as to dividends and liquidation, conversion rights, and other rights of each series.
6.
Issuance of Common Stock
On November 3, 2000, the Company issued 100,000 shares of its $.001 par value common stock for an aggregate price of $10,000. $5,000 was received in cash and $5,000 for services rendered.
On December 1, 2004, the Company issued 50,000 shares of its common stock for $.14 per share for an aggregate cash price of $7,000.
7.
Stock Options and Warrants
The Company has designated 2,000,000 shares of its authorized and unissued common stock to a future stock option plan. At June 30, 2008, there are no options or warrants outstanding to acquire the Company=s common stock.
8.
Income Taxes
The Company has had no taxable income under Federal or State tax laws. The Company has loss carryforwards totaling $54,612 that may be offset against future federal income taxes. If not used, the carryforwards will expire between 2020 and 2027. Due to the Company being in the development stage and incurring net operating losses, a valuation allowance has been provided to reduce the deferred tax assets from the net operating losses to zero. Therefore, there are no tax benefits recognized in the accompanying statement of operations.
9
Notes to Financial Statements - Continued
9.
Going Concern
As shown in the accompanying financial statements, the Company incurred a net loss of $4,674 during the six months ended June 30, 2008 and accumulated losses of $64,286 since quasi-reorganization at December 31, 1993. The Company's current liabilities exceed its current assets by $20,660 at June 30, 2008. These factors create an uncertainty as to the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon the success of raising additional capital through the issuance of common stock and the ability to generate sufficient operating revenue. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
10
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation
Forward-Looking Statement Notice
This Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate” or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business relationships.
Description of Business.
FrameWaves, Inc. (the “Company” or “FrameWaves”) was originally incorporated under the name of Messidor Limited on December 23, 1985 as a development stage company for the purpose of engaging in all lawful transactions permitted under the State of Nevada, including the acquisition of various business opportunities to provide profit and maximize shareholder value.
On December 27, 2000, the shareholders, at a special meeting, changed the Company’s name from Messidor Limited to FrameWaves, Inc. The shareholders also approved the acquisition of Corners, Inc. (“Corners”), a Nevada corporation, whereby the Company exchanged 1,000,000 shares of the Company’s common stock for all of Corner’s issued and outstanding shares of common stock. Corners had incorporated on November 17, 1998 in the State of Nevada to provide custom framing for interior designers in conjunction with business contacts provided by Corners’ officers and directors. Since its inception, Corners has had limited operations.
FrameWaves originally intended to use Corners as an operating subsidiary and to actively pursue the custom framing business by utilizing Corners’ business contacts to procure contracts for future operations, and to engage in a comprehensive and aggressive marketing campaign, including but not limited to, soliciting unknown but potential business contacts through direct mailings, media, and other mediums that might generate leads to contracts for future operations.
As of the date of this report, Framewaves has been unsuccessful in implementing its business plan and has no ongoing operations. Due to other obligations the Company’s officers and directors have been unable to devote adequate time to developing the business and have yet to engage in any contract negotiations with frame suppliers, interior designers or retail consumers. Framewaves has had only limited operations since inception and has not generated any revenues since the fourth quarter of 2001.
The Company has now focused its efforts on seeking a business opportunity. The Company will attempt to locate and negotiate with a business entity for the merger of that target company into the Company. In certain instances, a target company may wish to become a subsidiary of the Company or may wish to contribute assets to the Company rather than merge. No assurances can be given that the Company will be successful in locating or negotiating with any target company. The Company will provide a method for a foreign or domestic private company to become a reporting (“public”) company whose securities are qualified for trading in the United States secondary market. We are now considered a “blank check” company.
The Company will attempt to locate and negotiate with a business entity for the merger of that target company into the Company. In certain instances, a target company may wish to become a subsidiary of the Company or may wish to contribute assets to the Company rather than merge. No assurances can be given that the Company will be successful in locating or negotiating with any target company. The Company will provide a method for a foreign or domestic private company to become a reporting (“public”) company whose securities are qualified for trading in the United States secondary market.
11
We are not restricting our search to any particular industry or geographical area. We may therefore engage in essentially any business in any industry. Our management has unrestricted discretion in seeking and participating in a business opportunity, subject to the availability of such opportunities, economic conditions and other factors.
The selection of a business opportunity in which to participate is complex and extremely risky and will be made by management in the exercise of its business judgment. There is no assurance that we will be able to identify and acquire any business opportunity which will ultimately prove to be beneficial to our company and shareholders.
Because we have no specific business plan or expertise, our activities are subject to several significant risks. In particular, any business acquisition or participation we pursue will likely be based on the decision of management without the consent, vote, or approval of our shareholders.
Sources of Opportunities
We anticipate that business opportunities may arise from various sources, including officers and directors, professional advisers, securities broker-dealers, venture capitalists, members of the financial community, and others who may present unsolicited proposals.
We will seek potential business opportunities from all known sources, but will rely principally on the personal contacts of our officers and directors as well as indirect associations between them and other business and professional people. Although we do not anticipate engaging professional firms specializing in business acquisitions or reorganizations, we may retain such firms if management deems it in our best interests. In some instances, we may publish notices or advertisements seeking a potential business opportunity in financial or trade publications.
Criteria
We will not restrict our search to any particular business, industry or geographical location. We may acquire a business opportunity in any stage of development. This includes opportunities involving “start up” or new companies. In seeking a business venture, management will base their decisions on the business objective of seeking long-term capital appreciation in the real value of our company. We will not be controlled by an attempt to take advantage of an anticipated or perceived appeal of a specific industry, management group, or product.
In analyzing prospective business opportunities, management will consider the following factors:
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available technical, financial and managerial resources;
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working capital and other financial requirements;
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the history of operations, if any;
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prospects for the future;
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the nature of present and expected competition;
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the quality and experience of management services which may be available and the depth of the management;
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the potential for further research, development or exploration;
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the potential for growth and expansion;
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the potential for profit;
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the perceived public recognition or acceptance of products, services, trade or service marks, name identification; and other relevant factors.
Generally, our management will analyze all available factors and make a determination based upon a composite of available facts, without relying on any single factor.
12
Methods of Participation of Acquisition
Management will review specific business opportunities and then select the most suitable opportunities based on legal structure or method of participation. Such structures and methods may include, but are not limited to, leases, purchase and sale agreements, licenses, joint ventures, other contractual arrangements, and may involve a reorganization, merger or consolidation transaction. Management may act directly or indirectly through an interest in a partnership, corporation, or other form of organization.
Procedures
As part of the our investigation of business opportunities, officers and directors may meet personally with management and key personnel of the firm sponsoring the business opportunity. We may visit and inspect material facilities, obtain independent analysis or verification of certain information provided, check references of management and key personnel, and conduct other reasonable measures.
We will generally ask to be provided with written materials regarding the business opportunity. These materials may include the following:
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descriptions of product, service and company history; management resumes;
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financial information;
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available projections with related assumptions upon which they are based;
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an explanation of proprietary products and services;
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evidence of existing patents, trademarks or service marks or rights thereto;
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present and proposed forms of compensation to management;
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a description of transactions between the prospective entity and its affiliates;
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relevant analysis of risks and competitive conditions;
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a financial plan of operation and estimated capital requirements;
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and other information deemed relevant.
Competition
We expect to encounter substantial competition in our efforts to acquire a business opportunity. The primary competition is from other companies organized and funded for similar purposes, small venture capital partnerships and corporations, small business investment companies and wealthy individuals.
Employees
The Company currently has no employees. Executive officers will devote only such time to the affairs of the Company as they deem appropriate, which is estimated to be approximately 20 hours per month per person. The need for employees will be addressed at such time operations prove successful.
Description of Property
The Company utilizes office space at 1981 East 4800 South, Suite 100, Salt Lake City, Utah, 84117, provided by Thomas A. Thomsen, an officer and director of the Company. The Company does not pay rent for this office space.
Three Month Period Ended June 30, 2008 and 2007
The Company did not generate any revenue during the three months ended June 30, 2008 and 2007.
General and administrative expenses at June 30, 2008 were $1,239, compared to general and administrative expenses of $1,125 for the same period in 2007. Interest expense at June 30, 2008 was $301 compared to $199 for the same period in 2007. Expenses were largely due to accounting, legal and other professional costs.
13
As a result of the foregoing, the Company realized net losses of $1,540 for the three months ended June 30, 2008 compared to $1,324 for the same period in 2007. The Company’s net loss is attributable to a lack of business and ongoing professional costs associated with preparing the Company’s public reports.
Six Month Period Ended June 30, 2008 and 2007
The Company did not generate any revenue during the six months ended June 30, 2008 and 2007.
General and administrative expenses for the six months ended June 30, 2008 were $4,089, compared to general and administrative expenses of $3,768 for the same period in 2007. Interest expense for the six months ended June 30, 2008 was $585 compared to $397 for the same period in 2007. Expenses were largely due to accounting, legal and other professional costs.
As a result of the foregoing, the Company realized net losses of $4,674 for the six months ended June 30, 2008 compared to $4,165 for the same period in 2007. The Company’s net loss is attributable to a lack of business and ongoing professional costs associated with preparing the Company’s public reports.
Liquidity and Capital Resources
At June 30, 2008, assets consisted of $946 in cash. Liabilities consisted of $4,615 in accounts payable, $1,991 in accrued interest and a $15,000 note payable to a stockholder, for total liabilities of $21,606, leaving the Company without any working capital.
Since 2005, the Company has borrowed money from a director and officer of the Company. At June 30, 2008 the outstanding balance is $15,000. The note is unsecured, bears interest at 8% and is due on demand.
Currently, the Company has no material commitments for capital expenditures. Management anticipates that operating expenses for the next twelve months will be approximately $5,000 to $7,000. Management understands that it does not have sufficient cash to meet its immediate operational needs and will require additional capital to cover ongoing operating expenses. Management may attempt to raise additional capital for its current operational needs through loans from its officers, debt financing, equity financing or a combination of financing options. However, there are no existing understandings, commitments or agreements for such an infusion; nor can there be assurances to that effect.
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
Not required by smaller reporting companies.
Item 4T.
Controls and Procedures.
Evaluation of Disclosure Controls and Procedures. Our management, with the participation of our president and our chief financial officer, carried out an evaluation of the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 (the "Exchange Act") Rules 13a-15(e) and 15-d-15(e)) as of the end of the period covered by this report (the "Evaluation Date"). Based upon that evaluation, our president and our chief financial officer concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms and (ii) is accumulated and communicated to our management, including our president and our chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting. There were no changes in our internal controls over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
14
PART II – OTHER INFORMATION
Item 6.
Exhibits
Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-B.
SEC Ref. No. | Title of Document | Location |
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31.1 | Certification of the Principal Executive Officer | Attached |
| pursuant to Section 302 of the Sarbanes |
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| -Oxley Act of 2002 |
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| Certification of the Principal Financial Officer | Attached |
31.2 | pursuant to Section 302 of the Sarbanes |
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| -Oxley Act of 2002 |
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32.1 | Certification of Principal Executive Officer | Attached |
| pursuant to section 906 of the Sarbanes-Oxley Act |
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| of 2002 |
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32.2 | Certification of Principal Financial Officer | Attached |
| pursuant to section 906 of the Sarbanes-Oxley Act |
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| Of 2002 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amended 10-Q report to be signed on its behalf by the undersigned thereunto duly authorized.
FRAMEWAVES, INC.
(Registrant)
Date: August 12, 2008
/s/ Thomas A. Thomsen
Thomas A. Thomsen, President and
Principal Executive Officer
Date: August 12, 2008
/s/ Susan Santage
Susan Santage, Treasurer and
Principal Financial Officer
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